A Marvelous Night
by AficionadoAvacado
Summary: Spider-Man's eighteenth birthday has finally arrived, and amidst all of his presents, only one really stands out. And it's given to him by none other than the short haired beauty herself, Captain Marvel. ENDGAME SPOILERS AHEAD


Not much really changes on your eighteenth birthday, if I'm being honest. Yeah, you "become an adult," but all of the real adult things are hidden behind closed doors or glass register windows until you turn twenty one. Well, besides porn and sex shops, but what use is that when you have the internet? Or if you're a virgin?

Listen, I may be Spider-Man, but I'm also a very busy guy. People to save, damage control to take part in, high school work to do, the whole shebang. Time for a girlfriend is hard to come by, even though I'd love to explore that side of the Spider-Man and Peter Parker dynamic more. It's just hard to do with so many other things to focus on.

Anyways, besides the party with the entire Avenger's crew, my birthday really wasn't anything to write home about. Aunt May made my favorite breakfast, Ned gave me a happy birthday call and gift, then I went about being Spider-Man until around six o'clock. That's when Happy called and told me to get my butt to the Avenger's new and improved HQ, which had to be rebuilt after the whole Thanos fiasco.

It seemed like the world only got better and better for every week, month, and year after Thanos was snapped out of existence. People _did_ listen to his message, despite disagreeing with his delivering of it. We needed to calm down with the consumption of resources, and with Wakanda throwing in their technology, the entire world was moving forward. Soon enough we'd more than likely become a space-faring race, which would be _incredibly _cool.

Nerdy rants aside, I quickly readjusted my swinging to start heading into upstate New York. Soon enough, The Hudson was in sight. Following along it led me right to the new HQ, which was mostly the same even after the original's destruction. Besides, of course, the massive statue of Iron Man in the middle of the grounds outside the building.

He deserved it.

I landed at the door of the meeting hall, the building where Happy had told me to go. The structure was simple and matched most of the others in the complex, being a mix of slate grey and white in color. It was a two floored affair, the first being fitted with a massive table and chairs lining the entire length. Multiple couches and chairs sat away from the table, giving people enough room to have their own conversations if they wanted them. The second floor was mostly made up of bedrooms, just in case people in the meeting room got a bit too drunk or annoyed by the commotion going on around them.

My mask retracted back into its place in my suit, the Iron Spider still working wonders. Tony really planned for longevity when he made this one, which I couldn't appreciate more. Especially since I'm pretty sure the only two people who could fix it were Dr. Hulk or the Build-a-Bear. I took a deep breath and ran a hand through my hair before opening the door and walking in. The entire place was dark, even the windows blacked out by what I could only assume was the barn door protocol. I hesitated for a moment before dropping into an attack stance, one hand behind me while I scanned the room.

Not a second later and all the lights flipped on, practically blinding me. The sounds of party horns and confetti cannons went off all around me, which spooked the bejesus out of me. I jumped a bit before standing straight, my face reddening as laughs resonated around me. The first to walk up and slap me on the back was Happy, a massive smile on his face as the last of his chuckles hit.

"Good on ya for being so ready, kid. Though I'm not sure I can still call you a kid anymore, huh?" Happy kept up his namesake and waved his arm around, showing a cake, drinks, presents, and all other assortments of party themed items on the main table. Balloons were tied to chairs and music was playing from a speaker in the corner, a massive sign hanging across the ceiling that said 'Happy 18th Peter!'.

The whole setup made my chest warm, the welcoming hitting me right in the heart. The happiness around me quickly spread to myself, a smile forming on my face. Other Avengers were there as well. Sam, Rhodey, Clint, Wanda, Scott, and even Cap had managed to make it. Seeing his older face dampened my smile just a bit, but soon enough everyone started to come over and congratulate me.

The night honestly passed by quickly after that. Cake was had, party games were played, and we all had a generally nice time. Since I was only 18 the adults hadn't brought any alcohol, which meant most of them around me got bored quickly. But soon enough, everyone was enraptured in their own conversations with each other or were just having a nice time. Scott and I played an _intense_ game of pin the tail on the donkey, in which one of us may or may not have purposefully stuck the other with the needle, then dodged their attempt to do the same with Spidey Sense.

The presents I received were amazing. Sam and Rhodey teamed up and got me a _massive _amount of materials to make more web fluid, the spools of spider silk making me beam as soon as I saw them. Clint took me to the side to explain that he bought me a bottle of liquor that he planned on giving me another day since Cap was still around. He had loosened up considerably since his 'language' days, but that didn't mean he wasn't still pretty uptight. Speaking of Steve, however, his present came in the form of life advice. Which didn't bother me at all, mind you. The fact that Captain America wanted to give me tips and tricks to make it in the world meant I was enthralled by his opinions instantly. Clint and Sam got a good eye roll out of it, but I listened intently to every word. Wanda gave me a kiss on the forehead and a hug, along with an apology for not knowing what to get and that she would always be around to talk if I needed it. She really was a sweetheart, and I may or may not have had a tiny crush on her, but that's neither here nor there. Scott had arguably the best gift, a miniature bobble head of himself as Ant-Man. I got a good laugh out of his playful narcissism and the one armed hug he gave me after.

The rest of the party went on without a hitch, the night devolving into light partying and heavy conversation. Eventually different members of the gathering had to leave, starting with Clint and Scott, who both had to say hi to their kids before bed. Soon after, Cap, Rhodey, Sam, and Wanda all left as well. Cap was just getting on in his years, Sam and Rhodey had Avengers business to take care of the next day, and Wanda was "just plain tired". I said goodbye to everyone as they left until it was just Happy and I, both of us sitting at the table with drinks in our hand. His looked like it might've had a bit more added to it than a soda, while mine was just a regular soft drink.

"Happy birthday again, Peter. I hope you enjoyed this little get together we set up." Happy tilted his drink towards me before taking a sip, sighing happily once he had his fill.

"You know it Happy. I just wish Tony was here to celebrate with us." I gave him a sad smile, my own drink resting in my hands. Happy's eyes turned downwards, and before too long I realized that I had killed the mood. I cleared my throat and opened my mouth to apologize, but a knocking on the door cut me off. Both Happy and I looked to each other with confused glances before turning back to the door.

A second later it swung open, revealing someone I was _not _expecting to see. Captain Marvel stood tall in all of her red, blue, and yellow glory, her suit instantly making my pulse quicken. I looked up to her short hair, the blonde locks adding scores to her attractiveness. Why I loved her hair when it was closer cut, I couldn't figure out, but the look did wonders for her. Carol's soft cheeks framed her angular face and full lips perfectly, her small nose tossing in a cute factor that I couldn't get past. As soon as I saw her those first words she ever said to me rang in my head.

_Hey Peter Parker, got something for me?_

Looking up at her in the middle of that battle, and then seeing her in action, had given me a crush on Carol a thousand times worse than the one on Wanda. My heart started to beat out of control, my mouth drying up instantly. Happy suddenly broke into a warm grin, waving at Carol as she closed the door.

"If it isn't Captain Marvel! You're a bit late for the main party, I'm sad to say."

"Space stuff is time consuming, Happy. But either way, sorry for keeping you two." Carol waltzed right on over to me, planting a kiss on my cheek and making me blush within the first ten seconds of laying eyes on her. It almost made my heart give out on the spot.

"It's perfectly Carol, fine," I sputtered out before realizing what I said. My eyes widened and I stood up from the table, the hand not holding my drink waving in front of me. "I mean it's fine, Carol. I, uh, yeah, that's what I meant. You're not fine, you're Carol." I looked over at Carol, who wore an amused smile. My face burned as I opened my mouth to speak again. "That's not what I meant. You're totally fine. As in hot. I-I mean you're good looking and it's okay you're late. That's all, totally nothing else." She raised an eyebrow at me, making me groan. "Sorry."

Happy suddenly appeared behind me, clapping his hand on my shoulder once again. "I think that's where I'm gonna call it a night. You two take it easy, don't stay up too late." Happy leaned over to me and whispered in my ear. "Careful to not embarrass yourself too much more kiddo." He chuckled before finally turning away from us, waving his hand in the air as I watched him leave.

"R-right. See you around Happy!" I turned back around to Carol after Happy closed the door, only to jump when I saw her standing right in front of me.

"So, Peter…" Her grin turned sly as she looked down at me. "You think I'm 'fine', huh?" I blushed madly as I tried to find the right words, thinking of how to best follow Happy's advice and not dig myself a deeper hole. Captain Marvel only giggled at me before taking my hand and squeezing it. "You're a very sweet boy. Or should I say man now?" Carol winked at me before moving my hand to her hip, taking me by surprise. That's when I noticed that the music in the room had suddenly changed tones, the ambient party music turning to a soft dancing melody. I quickly began to understand why Carol had put my hand on her hip.

"U-uh, well the name i-is Spider-Man," I chuckled in response, not sure to do with my body. Carol simply smiled down at me before taking my other hand and holding it, then pulled me away from the table without another word. I had barely managed to get my feet underneath me before we began to swing to the music, the soft tones of classical ringing through the hall. It took me a minute to remember how to waltz, but Carol's surprised satisfaction when I picked up the moves made me thank Aunt May a thousand times over in my head.

"Well then, Spider_-Man, _how have you liked your gifts so far?" Carol was still taller than me, even after another year of growth. It was… weirdly arousing to have the larger woman lead the dance. I had to mentally slap myself as the thought passed through my heads, my cheeks burning as we moved.

"T-they were amazing. Steve gave me some life advice, Sam and Rhodey got me materials for more web fluid, Scott found a little bobble-head of himself and wrapped it up, which I found pretty funny. Then Clint said he got me a bottle of some kinda alcohol, I don't remember what, an-," Carol suddenly cut me off, pursing her lips with an extremely cute questioning look on her face.

"Hold on a second, _Cap _was fine with you getting liquor? There's no way, Pete!" Carol's features lit up with laughter, the sound making my heart warm. I couldn't help but smile along with her, our dance temporarily slowing down.

"No no! Clint pulled me to off to the side to tell me that!" I laughed along with her, our hands squeezing a bit tighter. The extra layer to our touch made me all the happier, and when our amusement finally tapered out Carol spoke up again.

"So what other presents did ya get, hm? I know Wanda and Happy were both here too. Did Wanda happen to give you anything… 'special'?" Carol's eyebrows rose and fell a few times, making the obvious innuendo.

I barely managed to sputter out an embarrassed response, "J-just a kiss on the cheek is all. And a hug. But that was it, really." The music around us had slowly started to die down, making me realize how close we were actually standing. Our suits were just an inch away from touching each other's, my nanomachine powered costume nearly rubbing against her… space material suit. The hand I had on her hip squeezed subconsciously, which translated to Captain Marvel pulling my body right up against her own. My breath caught at the sudden motion, the contact between our suits making my whole face red.

"Oh yeah? Why don't you show me how she kissed you." Carol's voice suddenly got low as she leaned down to me. "Or, better yet, how you _wanted_ her to kiss you." I couldn't speak for a moment, my mouth opening and closing like a fish out of water. Carol stood patiently, a faint redness crossing her own face. How she was getting hot and bothered because of _me _was something I couldn't figure out, but my mind didn't have to. My body knew what it liked, and it loved the feeling of our suits pressed together. I could feel the lower portion of my body getting warmer, the arousal making my member slowly start to harden.

"Come on, Pete. I can feel how much you want to show me." Carol's hips suddenly moved forward, grinding against my crotch. I stood there in silent awe, but after a few more seconds my mind kicked into gear. She wanted me to kiss her. Captain Marvel wanted me to do the same thing Wanda did to me, just a quick peck on the cheek. I wanted more than that, but I wasn't going to push my luck, not with Carol so close in so many ways. I had to be careful. I stood up on my tip toes and leaned forward, my eyes not closing as I aimed a kiss for Carol's cheek. Carol let me approach, but raised an eyebrow when I missed her lips and hit the side of her face instead. She let out a beautiful, mirthful giggle before shaking her head.

"No, Peter Parker. Like this." Her smile never faltered as she gently grabbed my chin and pulled it back to her face. Carol's lips pressed against mine so suddenly that I let out a surprised gasp, but my whole body melted soon after. The feeling of her plump lips against mine made my mind go haywire, trying to figure out what to do with the rest of my body. Carol took a deep breath and somehow pushed closer to me, her lips pressing harder against mine. My hands instinctively moved to her hips as she grinded into me. My fingers gave the muscle there a squeeze, her toned body feeling heavenly.

Eventually I felt Carol pull away, but it took me a few seconds to register the fact with my eyes closed. My hands still held her hips and she still kept our bodies in close contact, yet kissing Carol had left me dumbfounded. Eventually I came back to the real world, opening my eyes to see her dazzling smile.

"H-hey," I quietly said. I knew she could feel the erection in my suit, the nanites doing nothing to combat the obvious bulge I had.

"Hey Peter Parker. Got something for me?" Her grin turned sly and lustful as one of Carol's hands traveled down my body and to my crotch, cupping my hard on. I bit my lip as she felt along my length, squeezing and rubbing my cock through my suit.

"Fuck me," I panted, not being able to handle all the stimulation one woman was giving me. My 'pants' weren't even off and I was harder than I had ever been in my entire life, my mind was a blur of sexual thoughts, and I couldn't get over that _damn _sexy lustful gaze Carol held my eyes with.

"Sure thing~," she suddenly purred, her voice dropping to a husky whisper. Carol pulled away from our close embrace, the hand holding my bulge moving to wrap around my fingers. My eyes widened in surprise as she dragged me towards the stairs leading to the second floor. I followed her up the flight of steps while stuttering, trying to formulate a response to what she said. It seemed more and more like I was going to lose my virginity in the coming hour, which both excited and scared me a bit.

We reached a door quickly, and within another few seconds we were inside and kissing again. Carol had me carefully pushed up against the door, her fingers interlaced with mine as she held my hands just above my head. Her lips pressed hard against mine over and over, pulling away for just a moment before crashing back against each other. I could feel Carol's tongue brush past my lips, asking to be invited inside. I happily opened the door for her mouth muscle, letting it start an intense war with my own.

Our tongues battled back and forth for some time, Carol's holding mine down before exploring my mouth. Then it would pull back, letting me advance to adventure within hers. Our fight was waged for minute upon minute, our lips only breaking from each other for short breaths before the attack pressed in once again. The feeling was euphoric, nothing like the few kisses I had shared with short term girlfriends in the past. Finally, and with some trepidation on both of our ends, Carol pulled away. Her chest heaved for hair, letting me see the rise and fall of her breasts that were just below my face.

"I just can't get over you, Pete," she gasped. I was surprised to say the least, my mouth opening to respond. A finger over my lips stopped me from saying anything, Carol's other hand moving down to cover my throbbing bulge once again. "Take off your suit."

The request left my face redder than a tomato and my abused tongue searching for words before my brain finally shoved them out. "K-Karen. Suit off." Karen only responded with a beeping noise. The nanomachines of my Iron Spider suit peeled back, slowly moving to my chest where my spider symbol sat. The nanites gathered into the small machine at a steady pace, meaning inch after inch of my body was uncovered. Carol's eyes traced every bit of my well muscled form, until the suit left me standing in just my boxers. That's where her eyes stayed before a finger reached into the hem of the cloth, pulling it away from my skin. Carol's eyebrows raised when she peeked into my boxers and saw my length, her teeth biting into her lip gently.

"You've definitely got something for me," she mumbled quietly. Her eyes glanced back up to mine before her finger pulled back, letting my boxers slap back against my waist. "But I guess it's my turn, hm?" Carol grabbed my wrist and led me over to the bed, sitting me down on the edge. Her hand reached up and pulled the spider symbol attached to my chest off and set it on the desk.

My mind was rushing at everything that was happening, my spidey senses going off the wall. They were just as confused as I was, but my confusion was the only one that was coupled with _extreme_ arousal. All I wanted was to fuck Carol's brains out at that moment, but I knew I had to be better than that. I had seen and read enough things to know that I was better than that. How to prove it to myself _and _Carol was the question.

So, instead of letting the thought linger, I managed to blurt out a sentence while Carol reached for the computer on her wrist. "I'm a virgin!" Was the only thing that got out. It caught Carol by complete surprise, her head actually flinching back a bit.

"That explains a bit," she giggled.

I blushed in embarrassment and annoyance, not wanting to ruin the experience. "I-I just wanted to tell you because I'm not sure what to do. I'm worried that I'm gonna mess something up, yknow? I can still do everything just fine, I-i just need someone to-"

I was silenced by Carol's lips pressing against mine, making me moan out in surprise. The feeling once again put me into a near trance-like state as an unfamiliar weight suddenly settled itself down in my lap, a set of arms wrapping around my neck. I opened my eyes for just a moment to see Carol sitting on me, our bodies wound together. I heard a beeping sound from behind my head, but the noise was quickly drowned out by the gentle moaning of Carol as I pushed my tongue into her mouth first. My eyes closed once again, a gentle blue light flashing against the darkness. I suddenly felt much warmer as two somethings poked into my chest. I pulled away from Carol's lips to investigate the feeling and slowly opened my eyes, noticing a single strand of saliva dropping down between our forms.

Our almost completely naked forms.

The skin-to-skin contact made my entire body feel hot, my eyes travelling downwards to look at Carol's soft, toned body. I bit my lip as my gaze settled on her breasts, the mounds making my cock suddenly twitch. Carol let out a small gasp, and only then did I notice that my crotch was more wet than usual.

"It's okay if you're a virgin, Pete," she suddenly spoke, her quiet tone even more gentle than usual. "There's absolutely nothing wrong with that. You just sit back and let Mommy Carol take care of you." The sudden use of 'mommy' completely threw me off, but I was quickly put back on track by Carol's lips pressing against my neck. I leaned back and let out a gentle moan as her kisses traveled down to my shoulder, then suddenly stopped. I felt a careful sucking there, followed by a quick nip of teeth. I realized then that Captain Marvel was trying to give me a hickey.

The thought made me stop caring about Carol's mommy fetish, especially since I was suddenly getting _very _into it. I'm not sure if it made me a dude with some really weird kinks, but that didn't bother me. As far as I knew, there was much worse out there, and the thought of calling Carol "Mistress" or "Mommy" sent my stomach into happy summersaults.

I couldn't hold back a groan as Carol suddenly bit harder, nowhere near rough enough to draw blood, but good enough to make me shiver in pleasure. I could feel her laughter against my skin before she pulled away, giving me a devilish grin.

"That's gonna leave a good mark, and it means that you belong to Mommy. Doesn't it Peter?" Carol's smile never faltered, the lustful look in her eyes only egging me further on. I couldn't deny her even if I wanted to.

"Yes ma'am, I belong to you." This strange level of domination was something I hadn't ever thought to explore, but with women like Black Cat out there I was surprised I had missed it. It turned me on something fierce, and the wetness grinding up and down my length was a testament to Carol's own arousal.

I looked down and saw her hips slowly moving back and forth, her breasts sometimes moving just far enough back for me to catch a glimpse of the clean-shaven folds that they were hiding from me. My boxers were absolutely soaked through, and I wanted nothing more than to rip them off and feel Carol inside and out.

"Good boy," Carol whispered into my ear before her hands pushed against my chest, making me lay back onto the sheets of the bed. "Like I said, just let me do the work, Pete. It is your birthday after all." Carol winked at me before lifting up off my crotch, finally letting me see her pussy. It was the first I had ever gotten a look at, at least in person, and it was beautiful. Her folds were immaculately kept, not a lock of thin hair in sight. Carol's fingers once again grabbed the hem of my boxers, this time gently moving them downwards. She managed to almost get them off on her own, but I had to kick the fabric the last couple feet to get it to fly off my body.

And then we were both naked, just admiring each other's bodies. Like I said, we were both well toned, but Captain Marvel still had that feminine grace. Her skin was soft, her hips full. She lacked a bit in the butt department, but that was something that really didn't matter all that much to me. Meanwhile, I was the muscular in the sense of a trapeze artist. My body was built for agility, meaning I wasn't big and buff, but I had a sturdy frame and strong sinews.

Carol's eyes were very focused on my chest and abs in particular, her hands making multiple paths down my body to feel every inch.

"Still think I'm hot?" She quietly asked me. Her fingers traced up her sides and to her sizeable breasts, squeezing them gently. "Or would you rather have Wanda?" Her tone almost went pouty, but I knew she was just teasing me thanks to my spidey sense.

"I think you are absolutely gorgeous," I muttered. Both of our cheeks flushed, but where I became embarrassed, she became empowered.

"Good, that's my boy. Now how about you feel what it's like to be inside Mommy for the first time?" One of her hands moved down and wrapped around my member, the length instantly throbbing. Carol moaned quietly as my head fell back onto the bed, her fingers standing my cock up straight. She slowly lowered herself onto me, both of us gasping as I entered her. The silken warmth that enveloped my shaft was almost enough to make me cum then and there, but I knew that would just be embarrassing. My mind was still filled with thoughts of the blonde, short haired goddess on top of me, but it occupied itself with random math problems to help hold me back. I had read somewhere that it helped men last longer, and by god I would need help if I wanted to keep up with Carol.

"F-fuck Peter," she panted. Inch after inch was pushed inside Carol until she finally bottomed out, my entire length inside her. We both sat there for a moment, getting used to the feelings. I flexed my cock out of reflex, but the motion made Carol moan and her legs twitch gently. I smirked, thinking I finally had her beat somewhere, but not a second later I felt her walls squeeze my entire shaft while it was inside her. My hands went to her thighs and squeezed, a groan of pleasure escaping my lips.

"O-oh my god." I could feel Carol's grin without even looking at her. I could also feel a small bit of liquid dripping onto my crotch. "Y-you're really turned on r-right now, aren't you," I barely managed to say.

Carol bent down, shifting my member inside her, and put her hands on either side of my head to look down at me. Her own head dipped and her lips planted a quick kiss on mine before she stared me straight in the eyes and said, "I have never been hornier in my entire life. Right now I want nothing more than your cum inside me, Peter Parker. And Mommy always gets what she wants." The words stole my breath away, Carol's hips slowly moving back up my cock. The breeze in the room cooled my shaft as it exited her warm depths, but not a second later Carol was moving back down. The slow motions were making me lose control way too quick, so I went back into my head and started to do more math. At least until Carol bottomed out and squeezed my cock with her folds, making me gasp out in pleasure.

Her tongue suddenly filled my mouth, making me moan. The hands on her thighs moved up to wrap around her back as her hips worked their stellar magic, moving up and down over and over again. Every shift was followed by one that was slightly quicker than the last, each motion coating me in her fluids. The natural lube did wonders for us as Carol's rhythmic movements picked up in speed, my arms making sure I still held her close.

Our lips stayed locked as moans escaped between us, our tongues vying for power over one another. Carol won easily every time, but I also didn't put up much of a fight. The ecstasy I was feeling was enough to make me not care what was happening around us, my mind solely focused on Carol and the increasingly difficult to solve math problems in my head. I finally pulled my arms back and rested them on her hips, following their movements up and down my cock. Whenever Carol moved faster down my length, my hands would squeeze her hips. The simple act caused her to squeak the first time, but the noise turned into excited giggles and moans of pleasure.

Minute after minute passed by as our lips fought one another and our bodies connected on deeper levels, the decades older woman making me question the legitimacy of the love I felt for my past girlfriends. It was then that I finally realized I could do more than sit still and moan or squeeze Carol's hips.

I decided to surprise her with a very sudden thrust that matched with one of her more excited downward motions. My hands squeezed, but this time brought her down as I shot my hips upward. The rolling groan of pure pleasure was music to my ears as I started to move in tandem with Captain Marvel, throwing my hips upwards as hers travelled down. Both of us groaned while staring into each other's eyes, our lustful gazes saying all that needed to be said.

Captain Marvel suddenly grabbed my wrists and pulled them away from her hips, pressing them above my head and holding them there. Her folds took every inch of me and stayed there, grinding back and forth as she sat on my cock. I could feel my member shifting back and forth inside her.

"Tell me what you want, Peter," she said. I was confused for a moment as she hovered over me, her stomach compressing and stretching to grind her hips. Carol stared right into my eyes, the gaze more intense than anything I had ever seen from her. "Say it," she whispered before biting her lip, a moan resonating in her chest a moment later. I could feel that I was ready to explode, and that Carol was in the same boat, but what she wanted me to say I couldn't figure out.

Then it hit me. Literally. A light slap across the cheek shook me from my thought process, Captain Marvel suddenly lifting her hips and slamming them back down on me. Both of our legs locked up, making me finally realize what she wanted.

"I-I want to cum inside you, Carol," I panted. Truth be told, I was kinda afraid of doing such a thing, but the sensual sex and kinky twists Carol had brought to this bed had me wanting nothing more than to fuck her senseless and fill her up.

"More," she commanded. That left me speechless for a moment as her hips lifted just an inch before sinking back down on my shaft, her body keeping the movements at an agonizingly leisurely pace. "What do you want from mommy?"

My cheeks flushed red as the words came out, but I couldn't avoid it. I had to finish inside Carol. A need filled me, a carnal want. "P-please let me cum inside you mommy," I moaned.

"Louder." Her tone was demanding, but the sentence made her raise higher up. Half of my shaft exited her folds before being swallowed right back in, the new motion starting its set tempo.

"Please let me cum inside you mommy." I looked Carol in the eyes as I said it, the act making her whole body shake slightly.

"Fuck yes, louder baby. Mommy's gonna cum too, but only if you tell her what you want. Tell her you want to fill up her pussy!" The dirty talk didn't even phase me as I reached my own limit, no amount of math here to help.

"I wanna fill you up, mommy. I-I want you to cum all over my cock while I cum inside you," I moaned out. Carol's hips raised up until only my tip was inside her, then slammed back down over and over again. The long, hard thrusts kicked me into second gear, making my lower body push up into her folds. Neither of us could stop the load moaning escaping our lips, Carol's fingers wrapping around my own.

With our hands held tight, our bodies closer than I ever could have imagined, our eyes locked, and our senses being overloaded by each other, we both reached the edge at the same time. It was surprising to see Carol suddenly start to twitch while her mouth twisted into an 'o' shape, her eyes closing tight. Her folds convulsed around every inch of my cock, causing my own orgasm to be even more intense.

Black spots flashed in front of my eyes as my hips lifted off the bed and pressed hard against Carol's, both of us making sure that I was as deep as possible. My cum started to pour into Carol, rope after rope of my seed shooting inside her. Every shot made me twitch with her, her body falling on top of mine. My arms wrapped around Captain Marvel while she gripped onto the sheets of the bed for dear life. I squeezed her body even closer to me while we rode out our orgasms, neither of us prepared for the experience.

I was the first to come down, breathing heavily. My chest heaved as Captain Marvel laid on me, but I made sure to keep holding her as her climax rode its course. Seeing her body tremble and hearing her tiny gasps of pleasure right next to my ear almost made me cum again, but holding back after that massive orgasm was easy. Soon enough, her own climax had subsided.

Carol was breathing just as heavily as I was, but the look of total contentment on her face was beautiful. She sat up on my shaft and gazed down at me with a smile. "Looks like I found a kink." Her giggle was just wonderful. I stared back up at her with a dopey smile before answering.

"Mommy is an in-bed only word. That and Mistress. Ma'am, though, we can work with." Carol let out a lovely laugh, her whole body shifting back onto my shaft so that I reached even deeper. Her laughter cut off and turned into a groan of pleasure rather quickly. "Still got one in ya, Pete? It's fine if you don't, I wouldn't blame you after… that." Carol shuddered, the pleased look on her face telling me everything I needed to know.

I responded by flexing my still-hard cock inside her. The sight of her breasts swaying in the air, her perfect body sitting on top of me, and that sweet-smelling short hair being a mess made it easy for me to stay rigid down south. "Agility and stamina are some of my super powers, Miss Marvel, Ma'am."

Carol bit her lip and smiled down at me, walking her fingers up my stomach and chest. "Does this mean my present was better than Wanda's?" I laughed jovially before grabbing her wrist and pulling her back onto my chest, then finally initiated a kiss with Carol. It lasted for a much shorter time than the others, but it still packed an amazing punch.


End file.
